Case: JGR Doc#:505 Filed:05/18/16 Entered:05/18/16 12:20:06 Page1 of 3 UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO ) ) ) ) ) )

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1 Case: JGR Doc#:505 Filed:05/18/16 Entered:05/18/16 12:20:06 Page1 of 3 UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO In re: Atna Resources Inc., et al. Debtors. 1 Chapter 11 Jointly Administered Under EMERGENCY MOTION FOR SUPPLEMENTAL SALE ORDER APPROVING CONSENSUAL MODIFICATION TO TERMS OF SOLITARIO TRANSACTION Atna Resources Inc. and affiliated debtors and debtors in possession (collectively, the Debtors hereby file this Emergency Motion for Supplemental Sale Order Approving Consensual Modification to Terms of Solitario Transaction (the Motion, and respectfully state as follows: 1. On May 11, 2016, this Court entered an order (the Sale Order (Docket No granting the Motion of Debtors and Debtors in Possession for Entry of: (I an Order (A Approving Bidding and Auction Procedures for the Sale of Substantially all of the Debtors Assets, (B Scheduling an Auction, Sale Hearing, and Other Dates and Deadlines, (C Authorizing the Debtors to Designate a Stalking Horse Purchaser and Grant Stalking Horse Protections, (D Approving the Assumption and Assignment of Contracts and Leases and Related Cure Procedures, and (E Granting Related Relief, and (II an Order Approving the Sale of Substantially All of the Debtors Assets Free and Clear of Liens, Claims, and Encumbrances (the Sale Motion (Docket No As set forth in the Sale Order, based upon, among other things, (i the extensive sale and marketing process conducted by the Debtors and their professionals, (ii the competitive bidding for the Debtors assets that took place at an auction conducted on May 2, 2016 (which was continued and concluded on May 4, 2016, and (iii the statements of counsel and evidence adduced at the sale hearing held on May 5, 2016 (the Sale Hearing, this Court approved four 1 The debtors and debtors in possession and their respective case numbers are: Atna Resources Inc. ( ; Canyon Resources Corporation ( ; CR Briggs Corporation ( ; CR Montana Corporation ( ; CR Kendall Corporation ( ; Atna Resources Ltd. ( ; Horizon Wyoming Uranium, Inc. ( Capitalized terms used but not defined herein shall have the meanings assigned in the Sale Order.

2 Case: JGR Doc#:505 Filed:05/18/16 Entered:05/18/16 12:20:06 Page2 of 3 separate Sale Transactions to four separate Buyers on the terms set forth in their respective Sale Agreements. One of the Sale Transactions related to the sale of the Solitario Purchased Assets to Solitario Exploration & Royalty Corp. ( Solitario pursuant to the terms of the Solitario Asset Purchase Agreement. 3. Since the entry of the Sale Order, the Debtors have worked diligently with each of the Buyers to consummate and close their respective transactions. To date, the sale transactions with W.R.H. Nevada Properties, LLC and DV Natural Resources, LLC have closed and the sale transaction with Waterton Precious Metals Fund II Cayman, LP (or its designee is on track to close shortly. 4. The Debtors, however, require additional relief from this Court with respect to minor consensual modifications to the Solitario transaction, as further described below, in order to proceed to closing with respect to such transaction. 5. As described in the Sale Order (at pages 7-8, Solitario was selected as the successful bidder for royalty rights related to certain mineral rights owned by Debtor CR Montana Corporation for a $50, cash payment. It was originally understood that the royalty rights related to 18,000 acres of mineral rights. However, as the parties were finalizing the necessary transfer documentation and moving towards closing, the Debtors discovered that 3,000 acres of the original 18,000 acres had previously been conveyed to a third party, leaving only 15,000 acres of mineral rights to be sold. The Debtors immediately addressed the issue with Solitario who agreed to close the transaction on the reduced acreage in exchange for (i a pro rata reduction to the purchase price from $50, to $40, (the Price Reduction and (ii the conveyance of an additional asset the Lolo Minerals 1.5% NSR royalty on one section of land in Missoula County owned by Debtor Canyon Resources Corp. (the Lolo Minerals Royalty. 6. Pursuant to paragraph 21 of the Sale Order, the Debtors and Solitario have the authority to modify, amend, or supplement their Sale Agreement without further order of the Court, provided that any such modification, amendment or supplement does not materially change the terms of the Sale Agreements or modify the express terms of this Order. The Debtors respectfully submit that the Price Reduction and the addition of the Lolo Minerals Royalty fall within this existing authority and do not require further Court approval. However, out of an abundance of caution, the Debtors respectfully request that, on the basis of the Sale Motion, the record of the Sale Hearing, and the findings made in the Sale Order, this Court enter a supplemental order, substantially in the form attached hereto as Exhibit A, approving the Price Reduction and the addition of the Lolo Minerals Royalty and authorizing the Debtors to proceed with the Solitario transaction as modified subject in all respects to the terms of the original Sale Order. 7. The Debtors have discussed the Price Reduction and the addition (and value of the Lolo Minerals Royalty with Waterton Precious Metals Fund II Cayman, LP and the 2

3 Case: JGR Doc#:505 Filed:05/18/16 Entered:05/18/16 12:20:06 Page3 of 3 Committee, each of whom has confirmed that it has no objection to the modification of the Solitario transaction as described herein. WHEREFORE, the Debtors respectfully request that this Court enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and such other and further relief as the Court deems just and proper. Dated: May 18, 2016 Respectfully submitted, SQUIRE PATTON BOGGS (US LLP /s/ Stephen D. Lerner Stephen D. Lerner (Ohio # Squire Patton Boggs (US LLP 221 E. Fourth Street, Suite 2900 Cincinnati, OH ( (phone ( (fax Stephen.lerner@squirepb.com Admitted to District Court for District of Colorado Nava Hazan (NY # Squire Patton Boggs (US LLP 30 Rockefeller Plaza, 23rd Floor New York, NY ( ( Nava.hazan@squirepb.com Admitted to District Court for District of Colorado Attorneys for the Debtors and Debtors in Possession 3

4 Case: JGR Doc#:505-1 Filed:05/18/16 Entered:05/18/16 12:20:06 Page1 of 2 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO In re: Atna Resources Inc., et al. Debtors. 1 Chapter 11 Jointly Administered Under SUPPLEMENTAL SALE ORDER APPROVING CONSENSUAL MODIFICATION TO TERMS OF SOLITARIO TRANSACTION This matter is before the Court on the Emergency Motion for Supplemental Sale Order Approving Consensual Modification to Terms of Solitario Transaction (the Motion and the Order (I Approving the Sale of Certain Assets of the Debtors Free and Clear of Liens, Claims, Encumbrances, and Other Interests, (II Approving the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (III Granting Related Relief (the Sale Order 2 (Docket No. 497 previously entered by the Court on May 11, The Court having reviewed the Motion and finding that (i the Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. 157 and 1334 and the retention of jurisdiction provision of paragraph 18 of the Sale Order, (ii this matter is a core proceeding pursuant to 28 U.S.C. 157(b(2, (iii venue is proper pursuant to 28 U.S.C and 1409, (iv sufficient notice of the Motion was given under the circumstances, and (v good cause exists to grant the relief requested in the Motion, hereby ORDERS as follows: 1 The debtors and debtors in possession and their respective case numbers subject to this motion are: Atna Resources Inc., ( ; Canyon Resources Corporation ( ; CR Briggs Corporation ( ; CR Montana Corporation ( ; CR Kendall Corporation ( ; Atna Resources Ltd. ( ; Horizon Wyoming Uranium, Inc. ( Capitalized terms used but not defined herein shall have the meanings assigned in the Sale Order /2/AMERICAS

5 Case: JGR Doc#:505-1 Filed:05/18/16 Entered:05/18/16 12:20:06 Page2 of 2 1. The Motion is hereby GRANTED in its entirety. 2. The Debtors are hereby authorized to proceed with the transaction with Solitario with the modifications described in the Motion and to take all actions necessary and appropriate to consummate the transaction with Solitario on the terms set forth in the Sale Agreement with Solitario, as modified. 3. Nothing in this Order is intended or shall be deemed to modify the terms of the original Sale Order in any way. This Order is intended only to supplement the original Sale Order and to clarify that the modifications to the Solitario transaction as further described in the Motion have been approved. 4. The Court retains jurisdiction to interpret, implement, and enforce the terms of this Order and all other matters arising from or relating to this Order. DATED: May, 2016 BY THE COURT Honorable Joseph G. Rosania, Jr. United States Bankruptcy Judge /2/AMERICAS